Delaware | 20-1062857 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation) | Identification No.) |
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
As a director of the Company, Mr. Egeck is to receive the Company's standard compensation arrangements for those non-employee directors not affiliated with Berkshire Partners LLC. Under this arrangement, he will receive an annual $30,000 retainer for serving as a director. In addition, he will receive $2,500 for attendance at each regular board meeting, $1,000 for attendance at each other board meeting (including telephonic meetings) and $1,000 for attendance at each board committee meeting. He will also be reimbursed for all reasonable out-of-pocket expenses arising out of the performance of his duties as a director. Pursuant to the Company's equity incentive award program for non-employee directors, upon his appointment to the Board, the Company granted to Mr. Egeck an initial equity award of restricted stock units having an aggregate value of $250,000, based upon the fair market value of the Company's common stock on the date of grant, all of which would vest upon the three-year anniversary of the date of the grant, provided that Mr. Egeck continues to serve through such anniversary. In addition, during his service on the Company's board of directors, the Company will grant to Mr. Egeck an annual equity incentive award at the time of the Company's annual meeting of stockholders of either restricted stock, restricted stock units, or non-qualified stock options, at Mr. Egeck's option, having a value of $60,000 at the time of grant, which will vest on the one-year anniversary of the date of grant.
In connection with his appointment to the board, Mr. Egeck and the Company entered into the Company's standard form of indemnification agreement for directors, which generally would require the Company, among other things and with specified exceptions, to indemnify Mr. Egeck against certain liabilities and expenses that may arise in the event of certain proceedings involving him by reason of his service as a director and to advance certain expenses incurred by him in connection with such proceedings. The Company's standard form of indemnification agreement was filed with the Securities and Exchange Commission on June 30, 2006 as Exhibit 10.19 to the Company's regist ration statement on Form S-1.
Mr. Egeck is not related to any director or executive officer of the Company nor does he have relationships or transactions with the Company outside of his agreed-upon cash compensation and equity award.
The Company issued a press release on September 18, 2009 announcing Mr. Egeck's appointment to the board of directors, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
Bare Escentuals, Inc. | ||||||||
Date: September 18, 2009 | By: | /s/ Myles B. McCormick | ||||||
Myles B. McCormick | ||||||||
Executive Vice President, Chief Financial Officer and Chief Operating Officer | ||||||||
Exhibit No. | Description | |
EX-99.1 | Press Release dated September 18, 2009 |